Vancouver, B.C., December 23, 2021 – Infinitum Energy Pte Ltd. (“Infinitum”, “iEg”, or the “Company”) is pleased to announce it has entered into an amalgamation agreement dated December 14th, 2021 ( the “Amalgamation Agreement”) by and among the Company, Infinitum Energy Ltd. (“Subco”), a wholly-owned British Columbia based subsidiary of Infinitum, and Lambo Acquisition Corp. (“Lambo”), pursuant to which, Subco agreed to amalgamate with Lambo by way of a three-cornered amalgamation (the “Transaction”) to form one corporation, continuing under the name Infinitum Energy Pte Ltd. (“Amalco”).
About Infinitum Energy Pte Ltd.
Infinitum is a climate infrastructure company focused on emerging market clean-energy project development, domiciled in Singapore. The team’s prior experience includes more than $12B of clean energy project development over their respective careers, previously focused on wind and solar project development and operation. The team has come together around Infinitum , using existing and proven waste-to-energy, wind, and solar technologies. They are supported by a world-class project finance syndicate and development bank project underwriting, to creating the potential for low-risk investment with emerging market returns. The Company’s five lead projects are located in Sierra Leone, Uganda, Turkey, Sri Lanka and Buffalo (NY) totalling more than $900m of potential capital expenditures currently in development phase (pre-financial close).
For further information about Infinitum, please access via: Infinitum – Investor Portal
Terms of Proposed Transaction
Under the terms of the Amalgamation Agreement, and subject to unanimous shareholder and Board approvals from Infinitum, SubCo and Lambo, the Transaction was completed by way of three-cornered amalgamation under the laws of British Columbia, whereby Lambo and Subco were amalgamated and continue as one corporation, Amalco, and ceased to exist as entities separate from Amalco. All of the property of each of Subco and Lambo shall continue to be the property of Amalco, including the liabilities and obligations of each of Subco and Lambo. Amalco will be a wholly-owned subsidiary of Infinitum and all of the shareholders who owned shares of Lambo or Subco immediately before the Amalgamation shall receive shares on the basis set out below:
Exchange of Lambo and Subco Shares:
- Immediately prior to Closing, each Lambo Special Warrant, and each Lambo Compensation Special Warrant, outstanding converted, in accordance with their terms, into Lambo Shares;
- Each Lambo Shareholder and Special Warrant Holder will receive one Infinitum Share in exchange for every two Lambo Shares, or Special Warrants, held by such holder (the “Exchange Ratio”) at a deemed price of US$0.75 per Infinitum Share and all issued and outstanding Lambo Shares will be cancelled without any repayment of capital in respect thereof;
- Each holder of Lambo Options will receive one Infinitum Option in exchange for every two Lambo Options held on the same terms and conditions as the Lambo Options (including term to expiry, exercise price, vesting conditions and manner of exercising) and all issued and outstanding Lambo Options will be cancelled without any repayment of capital in respect thereof;
- Each holder of Subco Shares will receive one Amalco Share in exchange for each Subco Share held by such holder and all issued and outstanding Subco Shares will be cancelled without any repayment of capital in respect thereof;
- Each holder of Subco Convertible Notes will receive one Amalco Convertible Note in exchange for each Subco Convertible Note held on the same terms and conditions as the Subco Convertible Notes (including term to expiry, conversion price, and manner of conversion) and all issued and outstanding Subco Convertible Notes will be cancelled without any repayment of capital in respect thereof; and
- In consideration for Infinitum’s issuance of Infinitum Shares, Amalco will issue to Infinitum one Amalco Share for each Infinitum Share issued by Infinitum to Lambo Shareholders.
- Infinitum will certificate the shares in accordance with Singaporean securities regulations. However, unless specifically requested by a shareholder, Infinitum intends to hold all share certificates in the Company’s minute book until such time as the IPO, or an alternative transaction whereby the shares of the Company become publicly traded, has been concluded (the “Listing Closing”). At Listing Closing, the Company’s transfer agent will then distribute all share certificates to shareholders.
Infinitum Board of Directors and Officers
On closing of the Transaction, the Infinitum Board remained unchanged, having 4 directors comprised of Mr. Lindsay Nagle, CEO and Director; Mr. Jeremy Wright, CFO and Director; Mr. Brian O’Sullivan, Director; Mr. Ng Lip Chih, Director; and Dr. Jahan Moghadam, Chief Strategy Officer;. Biographies of Nagle, Wright, O’Sullivan, Chih, are provided below:
Mr. Lindsay Nagle, CEO and Director
Founder and Director of the Company, Mr. Nagle has over 20 years of energy industry expertise, both domestically and internationally, including most recently the development of the 51MW Choir Wind farm in Mongolia.
Mr. Jeremy Wright, CPA, CMA, CFO and Director
Mr. Wright is a Chartered Professional Accountant (Certified Management Accountant), currently serves as President and CEO of Seatrend Strategy Group and as a director for several public and private companies including: RAYL Innovations Inc., Centurion Minerals Ltd., Pontus Protein Ltd. (formerly AmWolf Capital Corp.), and Demetra Minerals Inc. Mr. Wright previously served as a director of Gold Mountain Mining Corp. (formerly Freeform Capital Partners Inc.), Pacific Community Resources Society and the Canadian Freestyle Ski Association. In addition, Mr. Wright also serves as the CFO for several public and private companies, including: Alpha Cognition Inc., RAYL Innovations Inc., Centurion Minerals Ltd., and Portofino Resources Inc. He was previously the CFO for Avant Brands Inc. (formerly GTEC Cannabis Co.), ending August 2019. Mr. Wright also holds a Bachelor of Arts, with honours in Environmental Economics, from Brock University.
Mr. Brian O’Sullivan, Director
Mr. O’Sullivan has over 38 years of wind energy development expertise. Founder and Director of Arcos Energy and former director of Cachet Capital, Gen III Oil and UPC Renewables Mongolia.
Mr. Ng Lip Chih, Director
Mr. Chih is the founder and Managing Partner of NLC Law Asia LLP in Singapore. He has extensive experience in software, communications, real estate, corporate and litigation matters clients from Japan, China, Indonesia, Holland and USA.
Dr. Jahan Moghadam, Chief Strategy Officer
Dr. Moghadam has years of experience in the Information Technology and oil & gas industry for US and international projects.
For further information on the Company, please visit https://www.infinitumenergygroup.com/
ON BEHALF OF THE BOARD
“Lindsay Nagle”
Director & CEO
For more information contact:
Jeremy Wright, Director & CFO
+1 (604) 837-7990
[email protected]
Unless otherwise denoted, all currencies are denominated in United States of America Dollars.
The public listing of the Company’s securities on a highly esteemed and globally recognized exchange (the “Listing Transaction”) is subject to a number of conditions, including, but not limited to, applicable Securities Commission and Exchange acceptance and if applicable, shareholder approval. There can be no assurance that the Listing Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in a future management information circular, filing statement, or prospectus, to be prepared in connection with the Listing Transaction, any information release or received with respect to the Listing Transaction may not be accurate or complete and should not be relied upon.
This news release may contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words “expect“, “anticipate”, “continue”, “estimate”, “objective”, “ongoing”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” and similar expressions are intended to identify forward-looking information or statements.
This news release may contain forward-looking statements and information concerning the Company; and includes its wholly owned subsidiaries.
The forward-looking statements and information are based on certain key expectations and assumptions made by the Company, including expectations and assumptions concerning the success of new project development, the Company’s ability to integrate acquired businesses and complete strategic acquisitions of additional business and other factors that affect demand for the Company’s products.
Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the Company’s actual results and experience to differ materially from the anticipated results or expectations expressed. These risks and uncertainties, include, but are not limited to expenditures and other factors that affect demand for the Company’s products, industry competition, the need to effectively integrate acquired businesses, uncertainties as to the Company’s ability to implement its business strategy effectively on a global basis, labor, equipment and material costs, access to capital markets, interest and currency exchange rates, technological developments, political and economic conditions and the Company’s ability to attract and retain key personnel.
Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date it is expressed in this news release or otherwise, and not to use future-oriented information or financial outlooks for anything other than their intended purpose. The Company undertakes no obligation to update publicly or revise any forward-looking information, whether, as a result of new information, future events or otherwise, except as required by law.
